SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 1998
CENTURA SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
0-21010
(Commission File Number)
California 94-2874178
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
975 Island Drive, Redwood Shores, California 94065
(Address of principal executive offices, with zip code)
(650) 596-3400
(Registrant's telephone number, including area code)
Formerly Gupta Corporation, 1060 Marsh Road, Menlo Park, California 94025
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On June 26, 1998, Centura Software Corporation (the "Company")
issued a press release announcing that it had successfully completed its
1998 Annual Shareholders Meeting and that it had reached agreement with its
largest shareholder, Newport Acquisition Company No. 2 LLC ("NAC"), to
amend the Investor Rights Agreement ("IRA") dated February 27, 1998 between
the Company and NAC. Pursuant to the Amendment to the IRA, certain terms
of NAC's antidilution protection have been modified and the Company has
agreed to accelerate registration of shares of its Common Stock held by NAC
(totaling approximately 11.4 million shares) and warrants to purchase
Common Stock of the Company held by NAC (totaling approximately 1.2 million
shares).
A copy of the Company's press release is attached as Exhibit 99.9
hereto and incorporated by reference herein.
A copy of Amendment to Investor Rights Agreement dated June 13,
1998 between NAC and the Company is attached as Exhibit 99.10 hereto and
incorporated by reference herein.
ITEM 7. EXHIBITS.
Exhibit Number Description
99.9 Press Release dated June 26, 1998
99.10 Amendment to Investor Rights Agreement dated June 13, 1998
between NAC and the Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTURA SOFTWARE CORPORATION
Date: June 30, 1998 By: /s/ John Bowman
-----------------------------------
John Bowman
Vice President of Finance and Administration
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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99.9 Press Release dated June 26, 1998 5
99.10 Amendment to Investor Rights Agreement dated
June 13, 1998 between NAC and the Company 7
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